On December 3, 2013, pursuant to private placement exemptions under Section 4(2) of the Securities Act of 1933, Players Network (the “Company”), completed the sale of 8,500,000 units of securities (each, a “Unit”) of the Company to Lyle A. Berman Irrevocable Trust, at a price of $0.02 per Unit. Each Unit consists of one share of common stock (“Common Share”) and one Callable Common Share purchase warrant (“Warrant”). Unit holders may exercise each Warrant into one additional restricted Common Share subject to resale under Rule 144, at an exercise price of $0.04 per share, at any time until December 2, 2023. The Company received total aggregate gross proceeds of $170,000 in the sale. The warrants are callable as follows:
The Company retains the right to mandate the Holder of this warrant to exercise the purchase of all unexercised warrants granted hereunder at the exercise price of $0.04 (the “Warrant Price”) in 1,000,000 shares increments at any time after the first 180 days and the market trading bid price of the Company shares maintains a level over $0.10 per share continuously for any successive trading 30 days during the exercise period. During any 30-day period, there must be at least 1,000,000 shares traded otherwise warrants cannot be called, holder can only be asked to exercise 1,000,000 shares every 30 days.
Lyle Berman, Chairman of the Board and Chief Executive Officer of Lakes Entertainment, Inc. since June 1998 and Chairman of the Board of Directors of Grand Casinos, Inc. (the predecessor to Lakes) from October 1991 through December 1998. Mr. Berman served as President of Lakes from November 1999 until May 2003. Mr. Berman has also served as the Executive Chairman of the Board of WPT Enterprises, Inc. (now known as Emerald Oil, Inc.) from its inception in February 2002, and had served as its Chief Executive Officer from February 25, 2005 until April 1, 2005. Mr. Berman has also been Chairman of the Board of PokerTek, Inc. since January 2005. Mr. Berman also served as Chief Executive Officer of Rainforest Cafe, Inc. from February 1993 until December 2000.